Lt. Jon Davis (Richard Arlen ) and Sgt. Foxy Pattis (Chester Morris) are gunners with chips on their shoulders. To complicate matters they're also pitted against each other for the affections of Peggy Lunt (Ameita Ward.) But their gunner-school instructor in Harelingen, Texas make things hot for them and prepares them for action in the Pacific war zone against the Japanese. Ere long, they are in battle against five Japanese Zeros, with Davis at the controls of the bomber and Pattis handling the rear guns.